Business Context and Reporting Period
This Form 8-K filing by Chavant Capital Acquisition Corp. (not Mobix Labs, Inc.) reports the consummation of its Initial Public Offering (IPO) on July 22, 2021. The report covers events occurring between July 19, 2021, and July 23, 2021. The Company is a Cayman Islands exempted company incorporated as a special purpose acquisition company (SPAC) intended to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Key Financial Metrics
- IPO Gross Proceeds: $80,000,000 from the sale of 8,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $3,400,000 from the sale of 3,400,000 Private Placement Warrants at $1.00 per warrant.
- Total Trust Account Funding: $83,400,000 deposited into a trust account at J.P. Morgan Chase Bank, N.A.
- Deferred Underwriting Discount: $1,600,000 included within the IPO proceeds held in trust.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, net income, or operating cash flow data as the Company is a pre-business combination SPAC.
Material Changes and Transactions
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Exchange LLC. Key transactions include:
- Securities Issuance: Issuance of 8,000,000 Units (each consisting of one ordinary share and three-quarters of one redeemable warrant).
- Private Placement: Simultaneous unregistered sale of 3,400,000 warrants to the Sponsor and Representatives' Designees.
- Corporate Governance: Appointment of Patrick Ennis, Karen Kerr, and Bernhard Stapp to the Board of Directors, with specific assignments to Audit and Compensation Committees.
- Charter Adoption: Adoption of an Amended and Restated Memorandum and Articles of Association effective July 19, 2021.
Outlook, Risks, and Contingencies
Business Combination Timeline: The Company has 12 months from the closing of the IPO (by July 22, 2022) to complete an initial business combination. If unsuccessful, the Company must redeem 100% of public shares.
Trust Account Restrictions: Funds in the trust account ($83,400,000) are generally not accessible until the completion of a business combination, shareholder redemption, or dissolution. Limited withdrawals are permitted for taxes and up to $100,000 for dissolution expenses.
Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the trust account in connection with a business combination or a vote to amend the charter regarding shareholder rights.
Emerging Growth Company: The Company has elected to be an emerging growth company, allowing for extended transition periods for complying with new accounting standards.
Investor Verification Checklist
- Verify the exact terms of the Underwriting Agreement and the $1,600,000 deferred underwriting discount.
- Confirm the specific restrictions on the Private Placement Warrants regarding transferability and cashless exercise.
- Review the Amended and Restated Memorandum and Articles of Association for specific redemption thresholds and charter amendment provisions.
- Monitor the 12-month deadline for completing an initial business combination.
- Check for any subsequent filings regarding the selection of a target company or extension of the combination period.